Cohen Circle Acquisition Corp. I(CCIRU) - 2025 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION Item 1. Interim Financial Statements This section presents the unaudited condensed financial statements of Cohen Circle Acquisition Corp. I, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with detailed notes explaining the company's business, accounting policies, and significant transactions Condensed Balance Sheets This section details the company's financial position, showing changes in assets, liabilities, and shareholders' deficit over time - Marketable securities held in the Trust Account increased by approximately $4.9 million from December 31, 2024, to June 30, 2025[11] - Total liabilities increased significantly from $9.96 million to $12.39 million, driven by accrued expenses and a new promissory note[11] - The company's shareholders' deficit deepened from $(8.91) million to $(12.11) million over the six-month period[11] Condensed Balance Sheet Data | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :----------------------------------- | :------------------------ | :------------------ | | Cash | $33,784 | $699,511 | | Prepaid expenses | $203,407 | $256,058 | | Total current assets | $237,191 | $955,569 | | Long-term prepaid insurance | $35,701 | $101,951 | | Marketable securities held in Trust Account | $238,271,514 | $233,369,247 | | TOTAL ASSETS | $238,544,406 | $234,426,767 | | Accrued offering costs | $82,462 | $82,462 | | Accrued expenses | $1,979,207 | $81,878 | | Promissory note - related party | $525,000 | — | | Total current liabilities | $2,586,669 | $164,340 | | Deferred underwriting fee | $9,800,000 | $9,800,000 | | Total liabilities | $12,386,669 | $9,964,340 | | Class A ordinary shares subject to possible redemption | $238,271,514 | $233,369,247 | | Total shareholders' deficit | $(12,113,777) | $(8,906,820) | Unaudited Condensed Statements of Operations This section presents the company's financial performance, outlining income, expenses, and net profit or loss for specific periods - The company reported net income of $1,456,466 for the three months ended June 30, 2025, a significant improvement from a net loss of $(29,487) in the prior year period[13] - Interest earned on marketable securities held in the Trust Account was the primary driver of income in 2025, totaling $2,458,506 for the three months and $4,902,267 for the six months[13] - General and administrative costs increased substantially to $1,002,040 for the three months and $3,206,957 for the six months ended June 30, 2025, compared to minimal costs in 2024[13] Unaudited Condensed Statements of Operations Data | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | General and administrative costs | $1,002,040 | $29,487 | $3,206,957 | $34,655 | | Loss from operations | $(1,002,040) | $(29,487) | $(3,206,957) | $(34,655) | | Interest earned on marketable securities held in Trust Account | $2,458,506 | — | $4,902,267 | — | | Total other income | $2,458,506 | — | $4,902,267 | — | | NET INCOME (LOSS) | $1,456,466 | $(29,487) | $1,695,310 | $(34,655) | | Basic and diluted net income per Class A redeemable ordinary share | $0.05 | — | $0.05 | — | | Basic and diluted net income (loss) per Class A and B non redeemable ordinary share | $0.05 | $(0.00) | $0.05 | $(0.00) | Unaudited Condensed Statements of Changes in Shareholders' Deficit This section tracks the evolution of shareholders' deficit, reflecting the impact of net income, losses, and equity adjustments - The total shareholders' deficit increased from $(8,906,820) at January 1, 2025, to $(12,113,777) at June 30, 2025[16] - Accretion for Class A ordinary shares to redemption amount was a significant factor, contributing $(2,443,761) in Q1 2025 and $(2,458,506) in Q2 2025 to the deficit[16] - Net income for the periods in 2025 partially offset the accretion, while net losses in 2024 contributed to the deficit[16][18] Unaudited Condensed Statements of Changes in Shareholders' Deficit Data (January 1, 2025 to June 30, 2025) | Metric | Balance — January 1, 2025 | Accretion for Class A ordinary shares to redemption amount | Net income | Balance — June 30, 2025 | | :------------------------------------------- | :------------------------ | :------------------------------------------------------- | :--------- | :------------------------ | | Total Shareholders' Deficit | $(8,906,820) | $(4,902,267) | $1,695,310 | $(12,113,777) | Unaudited Condensed Statements of Changes in Shareholders' Deficit Data (January 1, 2024 to June 30, 2024) | Metric | Balance as of January 1, 2024 | Net loss | Balance as of June 30, 2024 | | :------------------------------------------- | :-------------------------- | :--------- | :-------------------------- | | Total Shareholder's Deficit | $(419,507) | $(34,655) | $(454,162) | Unaudited Condensed Statements of Cash Flows This section details the company's cash movements from operating, investing, and financing activities over specific periods - Net cash used in operating activities for the six months ended June 30, 2025, was $(1,190,727), primarily due to non-cash interest income and changes in operating assets and liabilities[20] - Cash flows from financing activities provided $525,000, stemming from proceeds of a promissory note from a related party[20] - The company's cash balance decreased significantly from $699,511 at the beginning of the period to $33,784 at June 30, 2025[20] Unaudited Condensed Statements of Cash Flows Data | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income (loss) | $1,695,310 | $(34,655) | | Interest earned on marketable securities held in Trust Account | $(4,902,267) | — | | Net cash used in operating activities | $(1,190,727) | — | | Proceeds from promissory note - related party | $525,000 | — | | Net cash provided by (used in) financing activities | $525,000 | — | | Net Change in Cash | $(665,727) | — | | Cash – Beginning of period | $699,511 | $100 | | Cash – End of period | $33,784 | $100 | Notes to Condensed Financial Statements (Unaudited) This section provides detailed explanations and disclosures for the financial statements, covering accounting policies and significant events NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS This note describes the company's SPAC formation, IPO, business combination plans, and current financial condition - The Company was incorporated on October 26, 2021, as a blank check company (SPAC) to effect a business combination[23] - The Initial Public Offering (IPO) was consummated on October 15, 2024, raising $230,000,000 from 23,000,000 units at $10.00 per unit[26] - A concurrent private placement of 715,000 units generated $7,150,000 from the Sponsor and underwriters[27] - Following the IPO, $231,150,000 was placed in a Trust Account, invested in U.S. government securities or money market funds[30] - On March 18, 2025, the Company entered into a Business Combination Agreement to acquire VEON Holdings B.V. through a merger with Kyivstar Group Ltd. (PubCo)[42][43] - As of June 30, 2025, the Company had cash of $33,784 outside the Trust Account and a working capital deficit of $2,349,478, raising substantial doubt about its ability to continue as a going concern[46][48] - A promissory note for up to $2,000,000 was issued to the Sponsor on April 2, 2025, with $525,000 borrowed as of June 30, 2025, to address liquidity needs[47][48] NOTE 2. SIGNIFICANT ACCOUNTING POLICIES This note outlines key accounting principles and methods for financial statements, including fair value and tax treatment - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information and SEC Regulation S-X[50] - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new or revised financial accounting standards[52][53] - Marketable securities held in the Trust Account are primarily money market funds invested in Treasury securities and are presented at fair value[58] - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision[63] NOTE 3. INITIAL PUBLIC OFFERING This note details the terms and proceeds of the company's Initial Public Offering, including units sold and composition - On October 15, 2024, the Company sold 23,000,000 Units in its IPO, including the full exercise of the over-allotment option[75] - Each Unit was priced at $10.00 and consisted of one Class A ordinary share and one-third of one redeemable Public Warrant[75] NOTE 4. PRIVATE PLACEMENT This note describes the concurrent private placement of units, including participants, proceeds, and conditions for their value - Simultaneously with the IPO, 715,000 Placement Units were sold at $10.00 per unit to Cohen Circle Sponsor I, LLC and Cantor Fitzgerald & Co., generating $7,150,000[76] - Each Placement Unit includes one Class A ordinary share and one-third of one Placement Warrant[76] - Placement Units and underlying securities will expire worthless if a Business Combination is not completed within the Combination Period[76] NOTE 5. RELATED PARTY TRANSACTIONS This note discloses related party transactions, including founder shares, administrative services, and promissory notes - The Sponsor holds 7,905,000 Class B ordinary shares (Founder Shares) acquired for $25,000[78] - The Company pays an affiliate of the Sponsor $25,000 per month for administrative support services[80] - The Chief Financial Officer receives $12,500 per month for services[81] - A promissory note was issued to the Sponsor on April 2, 2025, for up to $2,000,000, with $525,000 borrowed as of June 30, 2025; it is non-interest bearing and due upon Business Combination[83] - The Sponsor or its affiliates may provide additional Working Capital Loans, which can be repaid or converted into units upon a Business Combination[85] NOTE 6. COMMITMENTS AND CONTINGENCIES This note outlines potential future obligations and uncertain events, including geopolitical risks and deferred fees - Geopolitical instability, including the Russia-Ukraine and Israel-Hamas conflicts, poses risks that could adversely affect the Company's search for a business combination[87][88] - Holders of Founder Shares, Placement Units, and Working Capital Loan units are entitled to registration rights for their securities[89] - Underwriters are entitled to a deferred fee of $9,800,000, payable from the Trust Account solely upon the completion of a Business Combination[91] - The Business Combination Agreement with Kyivstar Group Ltd. was amended on June 24, 2025, and July 10, 2025, to adjust share par value, board composition, equity plan timing, and share allocation[96][97] NOTE 7. SHAREHOLDERS' DEFICIT This note details shareholders' deficit components, including authorized shares, outstanding shares, and warrant characteristics - The Company is authorized to issue 5,000,000 preference shares and 500,000,000 Class A ordinary shares; 715,000 Class A shares are issued and outstanding (excluding 23,000,000 subject to redemption)[98][99] - 7,905,000 Class B ordinary shares are issued and outstanding, which convert to Class A shares upon a Business Combination[101][103] - There are 7,905,000 warrants outstanding (7,666,667 Public Warrants and 238,333 Placement Warrants)[104] - Public Warrants become exercisable 30 days after a Business Combination or 12 months from the IPO closing, expiring five years after a Business Combination[104] - The Company may redeem warrants at $0.01 if the Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-day period[107] - Placement Warrants are non-transferable for 30 days post-Business Combination, exercisable on a cashless basis, and non-redeemable[111] NOTE 8. FAIR VALUE MEASUREMENTS This note explains valuation methodologies and classifications for financial instruments like marketable securities and warrants - The fair value of marketable securities held in the Trust Account is classified as Level 1, using quoted prices in active markets[113][114] - Public Warrants were valued using the Binomial / Lattice Model and classified within shareholders' deficit, with no subsequent remeasurement[116] Fair Value Measurement Data | Asset | Level | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :---- | :-------------- | :------------------ | | Marketable securities held in Trust Account | 1 | $238,271,514 | $233,369,247 | Public Warrants Valuation Inputs | Valuation Input | October 15, 2024 | | :---------------- | :--------------- | | Share price | $9.94 | | Term (years) | 5.5 | | Risk-free rate | 3.9% | | Volatility | 5.0% | NOTE 9. SEGMENT INFORMATION This note clarifies the company operates as a single reportable segment, with key metrics reviewed by the CODM - The Company operates as a single reportable segment, with the Chief Financial Officer acting as the Chief Operating Decision Maker (CODM)[118] - The CODM reviews key metrics such as Trust Account balance, cash, general and administrative costs, and interest earned on marketable securities to assess performance and allocate resources[119][120] NOTE 10. SUBSEQUENT EVENTS This note discloses significant events that occurred after the balance sheet date but before financial statements were issued - On July 10, 2025, Amendment No. 2 to the Business Combination Agreement was executed, adjusting the allocation of Kyivstar Group Ltd. Common Shares[123] - A conforming Amendment No. 1 to the Sponsor Agreement was also entered on July 10, 2025[123] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance and condition, emphasizing its status as a blank check company focused on completing a business combination. It details the Business Combination Agreement, financial results, liquidity challenges, and going concern issues, along with key accounting policies Overview This section introduces the company as a blank check entity focused on completing a business combination - The Company is a blank check company incorporated on October 26, 2021, with the purpose of effecting a business combination[126] - It expects to incur significant costs in pursuing acquisition plans and cannot assure the successful completion of a Business Combination[127] Business Combination Agreement This section details the key terms and amendments of the agreement to acquire VEON Holdings B.V. through a merger - On March 18, 2025, the Company entered into a Business Combination Agreement with VEON Amsterdam B.V., VEON Holdings B.V., Kyivstar Group Ltd. (PubCo), and Varna Merger Sub Corp[128] - The transaction involves the Seller selling VEON Holdings equity to PubCo and Merger Sub merging into the Company, making the Company a wholly-owned subsidiary of PubCo[129][130] - Amendment No. 1 (June 24, 2025) changed PubCo's common share par value, adjusted board size, and revised the timing for an equity incentive plan[131] - Amendment No. 2 (July 10, 2025) adjusted the allocation of Kyivstar Group Ltd. Common Shares to the Seller and Sponsor[132] Results of Operations This section analyzes the company's financial performance, highlighting income sources and trends in administrative costs - The Company has not generated operating revenues to date, with income primarily from interest on marketable securities in the Trust Account[133] - For the three months ended June 30, 2025, net income was $1,456,466, compared to a net loss of $(29,487) for the same period in 2024[134][135] - For the six months ended June 30, 2025, net income was $1,695,310, compared to a net loss of $(34,655) for the same period in 2024[134][136] - Interest earned on marketable securities in the Trust Account was $2,458,506 (Q2 2025) and $4,902,267 (H1 2025), while general and administrative costs were $1,002,040 (Q2 2025) and $3,206,957 (H1 2025)[134] Liquidity and Capital Resources This section discusses the company's ability to meet obligations, including IPO proceeds, trust account balance, and funding - The Company consummated its IPO on October 15, 2024, generating $230,000,000, and a private placement generating $7,150,000[138] - A total of $231,150,000 was placed in the Trust Account, which held $238,271,514 as of June 30, 2025[139][143] - Transaction costs amounted to $14,373,989, including a $9,800,000 deferred underwriting fee[139] - On April 2, 2025, a promissory note for up to $2,000,000 was issued to the Sponsor, with $525,000 borrowed as of June 30, 2025, to fund working capital[140] - Net cash used in operating activities for the six months ended June 30, 2025, was $1,190,727[141] - The Sponsor or its affiliates may provide additional Working Capital Loans, repayable upon Business Combination or convertible into units[144] Going Concern This section addresses the company's ability to continue operations, noting its working capital deficit and capital needs - As of June 30, 2025, the Company had cash of $33,784 outside the Trust Account and a working capital deficit of $2,349,478[146] - The Company will need to raise additional capital through loans or investments from its Sponsor[147] - The liquidity condition raises substantial doubt about the Company's ability to continue as a going concern for a period within one year[147] - Management plans to address this uncertainty through the consummation of a Business Combination[147] Off-Balance Sheet Arrangements This section confirms the absence of material off-balance sheet arrangements impacting the company's financial position - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of June 30, 2025[148] Contractual Obligations This section outlines the company's financial commitments, including administrative support and deferred underwriting fees - The Company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[149] - Contractual obligations include $25,000 per month for administrative support and $12,500 per month for the Chief Financial Officer's services[149] - A deferred underwriting fee of $9,800,000 is payable to underwriters only upon the completion of a Business Combination[150] Critical Accounting Estimates and Policies This section describes significant accounting judgments and policies applied, including those for redeemable shares and warrants - Management makes estimates and assumptions in preparing financial statements, but as of June 30, 2025, there were no critical accounting estimates to be disclosed[151] - Ordinary Shares subject to possible redemption are classified as temporary equity due to redemption features outside the Company's control[152] - Warrant instruments are accounted for under equity treatment at fair value and are not remeasured after initial issuance[153] - Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding, excluding accretion associated with redeemable shares[154] - Management does not believe recently issued, but not yet effective, accounting standards would materially affect the financial statements[155] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Cohen Circle Acquisition Corp. I is exempt from providing detailed quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide the information otherwise required under this item[155] Item 4. Controls and Procedures Management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and reported no material changes in internal control over financial reporting during the quarter - The Certifying Officers concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[157] - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[158] PART II – OTHER INFORMATION Item 1. Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[160] Item 1A. Risk Factors The company refers to the risk factors previously disclosed in its Annual Report on Form 10-K, stating that there have been no material changes as of the date of this Quarterly Report - Risk factors are described in the Annual Report on Form 10-K filed on March 26, 2025[161] - As of the date of this Quarterly Report, there have been no material changes to the previously disclosed risk factors[161] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Initial Public Offering and the concurrent private placement, including the number of units sold, the gross proceeds generated, and how these funds were allocated to the Trust Account and transaction costs - The Initial Public Offering on October 15, 2024, involved the sale of 23,000,000 Units at $10.00 per unit, generating gross proceeds of $230,000,000[162] - A private placement concurrently sold 715,000 Placement Units at $10.00 per unit, generating gross proceeds of $7,150,000[163] - An aggregate of $231,150,000 from the IPO and private placement was placed in the Trust Account[164] - Total transaction costs were $14,373,989, including a $4,000,000 cash underwriting fee and a $9,800,000 deferred underwriting fee[165] Item 3. Defaults Upon Senior Securities The company reported no defaults upon senior securities - There are no defaults upon senior securities[167] Item 4. Mine Safety Disclosures The company reported no mine safety disclosures - There are no mine safety disclosures[168] Item 5. Other Information The company reported no other information - There is no other information to report[169] Item 6. Exhibits This section lists all exhibits filed with or incorporated by reference into the Quarterly Report, including the Business Combination Agreement and its amendments, a promissory note, and various certifications - Exhibit 2.1(a) and 2.1(b) include the Business Combination Agreement (March 18, 2025) and Amendment No. 1 (June 24, 2025), incorporated by reference[171] - Exhibit 10.1 is the Promissory Note dated April 2, 2025, from Cohen Circle Acquisition Corp. I to Cohen Circle Sponsor I, LLC, incorporated by reference[171] - Exhibits 31.1*, 31.2*, 32.1**, and 32.2** are certifications of the Principal Executive Officer and Principal Financial Officer[171] Signatures The report is signed by Betsy Z. Cohen, Chairman of the Board of Directors, President, and Chief Executive Officer, and R. Maxwell Smeal, Chief Financial Officer, on August 11, 2025 - The report was signed by Betsy Z. Cohen, Chairman of the Board of Directors, President, and Chief Executive Officer[175] - The report was also signed by R. Maxwell Smeal, Chief Financial Officer[175] - The signing date for the report was August 11, 2025[175]